iSERA Lifesciences Ltd Directors Report

To, The Members, iSERA Lifesciences Limited

(Formerly known as Covidh Technologies Limited)

Your directors have pleasure in presenting their Annual Report together with the Audited Financial Statements of the Company for the Year ended 31st March 2026.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

Particulars	2025-26	2024-25
Sales Turnover	135.52	6.52
Other Income	7.02	0
Total Income	142.52	26.52
Total Expenditure	108.88	12.63
Profit after depreciation, Interest and other Expenses	33.64	13.89
Less: Taxes (Including Deferred Tax)	7.70	2.08
Net Profit after Tax before dividend	25.94	11.81
Dividend (Including Interim, if any, and final)	0.00	0.00
Net profit after dividend and Tax	25.94	11.81

1. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

During the year under review, the revenue of the Company from operations increased to Rs. 135.50 lakhs. The Board of Directors continues to actively assess and deliberate upon various new business opportunities and strategic initiatives with a long-term perspective. The Board remains committed to identifying avenues for sustainable growth, strengthening the Companys business prospects, and creating a strong foundation for its future development and expansion.

2. PERFORMANCE REVIEW:

During the year under review, the Company has shown gradual improvement in its overall business performance. Company continues to work towards improving its operational efficiency and strengthening its business activities. The Board of Directors is actively discussing and evaluating various business strategies and new opportunities with a long-term perspective, with the objective of improving profitability and creating sustainable growth. The Company remains focused on adopting suitable strategies to enhance its financial performance, expand its business prospects and strengthen its overall position in the market in the coming years.

3. SHARE CAPITAL:

The authorized share capital as on 31st March 2026 of the Company stands at 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) and Paid-up share capital of the Company stands at Rs. 8,40,89,720/- divided into 84,08,972 equity shares of Rs.10/- each.

During the financial year, the Company completed a rights issue, pursuant to which 80,85,550 fully paid-up equity shares of face value Rs.10 each were issued at a price of Rs.10 per share vide Board resolution dated August 16, 2026. The issue was made to public shareholders in the ratio of 25 (Twenty Five) Rights Equity Shares for every 1 (one) fully paid-up equity shares held, in accordance with the provisions of SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 03, 2023. The rights issue was undertaken to facilitate compliance with the minimum public shareholding norms as prescribed under applicable regulations.

*After financial year March 31, 2025 Company Increased the Authorized Share Capital of the Company from the existing Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) vide members resolution dated May 22, 2026

4. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, interalia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. CHANGES IN SHARE CAPITAL:

There has been no change in the share capital of the Company during the financial year under review, except for the increase in the paid-up share capital pursuant to the Right Issue undertaken by the Company, as detailed above under the heading "Share Capital."

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.
b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.
c) Bonus Shares: No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

6. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended March 31, 2026, considering the capital requirements, working capital needs and future expansion and growth plans of the Company. The Board believes that retention of the available resources will support the Companys ongoing operations and future business initiatives and contribute towards strengthening its financial position."

7. UNPAID /UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no mount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of the Company between 31st March, 2026, and the date of Boards Report (i.e. 2nd August, 2026).

10. CHANGES IN NATURE OF BUSINESS:

There was no change in the nature of business during the financial year 2025-26.

11. TRANSFER TO GENERAL RESERVE

The Closing balance of reserves, including retained earnings, of the Company as at March 31st, 2026 is (16.18) Lac

12. EMPLOYEE STOCK OPTION SCHEME:

The Company has not provided any Employee Stock Option Scheme to its employees. The Company has not issued equity share with differential rights as to dividend, voting or otherwise.

13. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture or Associate Company.

14. CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2025-26, there had been no change in the nature of the business of the Company.

15. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2026, as prescribed in Section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company on the following link: www.covidtechnologies.com

16. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

During the financial year under review, there were no instances of fraud reported by the Statutory Auditors in the course of their audit pursuant to the provisions of Section 143 of the Companies Act, 2013, read with the applicable Rules framed thereunder.

17. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options or sweat equity shares.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. As on 31st March, 2026, the Board of your Company consists of Directors as follows:

S. No.	Name of Directors	DIN Number	Appointment of Directors	Designation
1	Jayshree Suresh Jain	10017258	28.08.2024	Managing Director
2	Jitendra Prabhakar Nene	06559833	24.10.2024	Non-Executive Director
3	Rinku Saini	11059678	01.08.2025	Independent Non-Executive Director
4	Mangina Srinivas Rao	08095079	30.05.2025	Independent Non-Executive Director

All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence in the Board.

b. Change in directors and key managerial personnel during period under review. During the year under review, following changes in the composition of Board of Directors were made:

S. NO.	NAME OF DIRECTORS	DIN	DESIGNATION	TYPE OF CHANGE — APPOINTMENT	TYPE OF CHANGE — CESSATION
1	Jayshree Suresh Jain	10017258	Managing Director	28.08.2024	NA
2	Jitendra Prabhakar Nene	06559833	Non-Executive Director	24.10.2024	NA
3	Mr. Vishal Vinod Jain	NA	Chief Financial Officer	30.05.2025	NA
4	Rinku Saini	11059678	Non-Executive - Independent Director	01.08.2025	NA
5	Mangina Srinivas Rao	08095079	Non-Executive - Independent Director	30.05.2025	NA
6	Ms. Apurva Pradeep Joshi	06608172	Non-Executive - Independent Director	30.05.2025	14.08.2025
7	Mr. Narsi Reddy Ganapa	09482406	Executive Director Chairperson	04/02/2022	04.07.2025
8	Mr. Sivaji Gopalam	08458673	Non-Executive - Independent Director	04/02/2022	04.07.2025
9	Mr. Ganesh Amirineni	08564294	Non-Executive - Independent Director	04/02/2022	04.07.2025
10	Ms. Hema Kumari	—	—	04.07.2025	—

1. Mr. Dhairyasheel Vasantrao Yadav (DIN: 07551888) as Executive Director of the Company, for a period of 5 (Five) year.dated April 02, 2026 Nandkumar Subhash Kadam (DIN: 07551886) as Executive Director f the Company, for a period of 5 (Five) years April 02, 2026 Mr. Pratap Dadasaheb Deshmukh (DIN: 07551567) as Non-Executive Director (Non-Independent) of the Company, for a period of five (5) years April 02, 2026 Appointment of Ms. Ritu Dhanraj Garad (DIN: 11503075) as Non-Executive Director (Non-Independent) for a period of five (5) years April 02, 2026

19. RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Jitendra Prabhakar Nene, who retires by rotation at this Annual General Meeting and being eligible, offers herself for reappointment, subject to approval of the Shareholders.

20. BOARDSINDEPENDENCE

The definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. A declaration has been received from the following Non-Executive Directors confirming their Independence in terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013:-

1. Mr. Mangina Srinivas Rao (DIN: 08095079)
2. Ms. Rinku Saini (DIN:11059678)

21. BOARD MEETINGS

The Board of Directors of the Company met 10 times during the financial year i.e. from April 1, 2025 to March 31, 2026. The necessary quorum was present for all the Board Meetings. The maximum time gap between any of two consecutive meetings did not exceed one hundred and twenty days due to internal operational issues.

The notice and detailed agenda and other material information are sent in advance to enable the Board to discharge its responsibilities effectively and take informed decisions.

DATE OF MEETING	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
17.05.2025	5	5
30.05.2025	5	5
01.08.2025	5	5
10.09.2025	4	4
03.10.2025	4	4
16.10.2025	4	4
11.11.2025	4	4
13.11.2025	4	4
10.02.2026	4	4
10.03.2026	4	4

Attendance of Directors in the Board Meeting

NAME OF DIRECTOR	NO. OF MEETING ATTENDED
Jayshree Suresh Jain	10
Jitendra Prabhakar Nene	10
Rinku Saini	4
Mangina Srinivas Rao	4
Apurva Pradeep Joshi	1
Narsi Reddy Ganapa	2
Sivaji Gopalam	2
Ganesh Amirineni	2

22. BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the various committees. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The Minutes of the Committee Meetings are sent to all Directors and tabled at the Board Meetings.

Currently, the Board has following committees:

Audit Committee; Nomination & Remuneration Committee; Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of members who possess financial and accounting expertise/exposure.

(i) COMPOSITION

The Committees composition is in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The composition of the Audit Committee as of March 31, 2026, is as under:

Name of the Director	Position & Category
Mr. Mangina Shrinivas Rao	Chairman, Independent Directors
Ms. Rinku Saini	Member, Independent Directors
Mr. Jitendra Prabhakar Nene	Member, Non-Executive Non-Independent Directors

There has been following changes in the constitution of the Audit Committee during the year under review.

S. No	Name of the Director	Appointment/Resignation	Position	Category
1.	Ms. Apurva Pradeep	Resignation	Member	Non-Executive independent
2.	Mr. Jitendra Prabhakar	Appointment	Member	Non-Executive Director
3.	Mr. Narsi Reddy	Resignation	Member	Executive Director
4.	Mr. Sivaji Gopalam	Resignation	Member	Non-Executive independent
5.	Mr. Ganesh Amirineni	Resignation	Chairman	Non-Executive independent
6.	Mr. Mangina Shrinivas	Appointment	Chairman	Non-Executive independent
7.	Ms. Rinku Saini	Appointment	Member	Non-Executive independent

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met four times during the Financial Year 2025-26 on 30.05.2025, 01.08.2025, 16.10.2025 13.11.2025 and 10.02.2026. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as given:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Ms. Apurva Pradeep Joshi	5	1
Mr. Jitendra Prabhakar Nene	5	2
Mr. Narsi Reddy Ganapa	5	1
Mr. Sivaji Gopalam	5	1
Mr. Ganesh Amirineni	5	1
Mr. Mangina Shrinivas	5	4
Ms. Rinku Saini	5	3

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

II. NOMINATION & REMUNERATION COMMITTEE (N&R COMMITTEE)

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(i) COMPOSITION

The Committees composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The composition of the Nomination and Remuneration Committee as of March 31, 2026.

Name of the Director	Position & Category
Mr. Mangina Shrinivas Rao	Chairman, Non-Executive Independent Directors
Ms. Rinku Saini	Member, Non-Executive Independent Directors
Mr. Jitendra Prabhakar Nene	Member, Non-Executive Non Independent Directors

There has been following changes in the constitution of the Nomination and Remuneration Committee during the year under review.

S. No.	Name of the Director	Appointment/Resignation	Position	Category
1.	Ms. Apurva Pradeep Joshi	Resignation	Member	Non-Executive independent
2.	Mr. Jitendra Prabhakar Nene	Appointment	Member	Non-Executive Director
3.	Mr. Narsi Reddy Ganapa	Resignation	Member	Executive Director
4.	Mr. Sivaji Gopalam	Resignation	Member	Non-Executive independent
5.	Mr. Ganesh Amirineni	Resignation	Chairman	Non-Executive independent
6.	Ms. Rinku Saini	Appointment	Member	Non-Executive independent
7.	Mr. Mangina Sriniva Rao	Appointment	Chairman	Non-Executive independent

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met 5 times during the Financial Year 2025-26 on 30.05.2025, 01.08.2025, 10.09.2026, 10.02.2026 The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Ms. Apurva Pradeep Joshi	4	1
Mr. Jitendra Prabhakar Nene	4	1
Mr. Narsi Reddy Ganapa	4	1
Mr. Sivaji Gopalam	4	1
Mr. Ganesh Amirineni	4	1
Ms. Rinku Saini	4	2
Mr. Mangina Sriniva Rao	4	3

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

1. STAKEOHLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

(i) COMPOSITION

The Committees composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The composition of the Stakeholder Relationship Committee as of March 31, 2026, is as under:

Name of the Director	Position & Category
Mr. Mangina Shrinivas Rao	Chairman, Non-Executive Independent Directors
Ms. Rinku Saini	Member, Non-Executive Independent Directors
Mr. Jitendra Prabhakar Nene	Member, Non-Executive Non Independent Directors

There has been following changes in the constitution of the Stakeholder Relationship Committee during the year under review.

S. No	Name of the Director	Appointment/Re-signation	Position	Category
1.	Ms. Apurva Pradeep Joshi	Resignation	Member	Non-Executive independent
2.	Mr. Jitendra Prabhakar Nene	Appointment	Member	Non-Executive Director
3.	Mr. Narsi Reddy Ganapa	Resignation	Member	Executive Director
4.	Mr. Sivaji Gopalam	Resignation	Member	Non-Executive independent
5.	Mr. Ganesh Amirineni	Resignation	Chairman	Non-Executive independent
6.	Ms. Rinku Saini	Appointment	Member	Non-Executive independent
7.	Mr. Mangina Sriniva Rao	Appointment	Chairman	Non-Executive independent

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2025-26 on 30.04.2025, 30.07.2025, 24.09.2025 and 30.10.2025, 23.01.2026. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Ms. Apurva Pradeep Joshi	5	1
Mr. Jitendra Prabhakar Nene	5	3
Mr. Narsi Reddy Ganapa	5	1
Mr. Sivaji Gopalam	5	1
Mr. Ganesh Amirineni	5	1
Ms. Rinku Saini	5	3
Mr. Mangina Sriniva Rao	5	4

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Statements.

25. RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

26. MATERIAL CHANGES AND COMMITMENTS

Change in Registered Office of The Company

The material changes which have occurred between during the financial year till the date of this report, affecting the financial position of the Company,

Shifting the Registered Office of the Company from the State of Telangana to the State of Maharashtra (B-2, Plot No.797/A,Sai Krishna BuildingRoad No.36Jubilee Hills,HyderabadTelangana,500033 to the new address at Office No.4,Kumar Prestige Point,238 Shukrawar Peth,Pune,Maharashtra,411002. )vide members Resolution held in the Extra ordinary General Meeting dated August 26, 2025 and Clause II of the Memorandum of Association amended accordingly.

Shifting of the Registered Office of the Company within the local limits of Pune, with effect from March 10, 2026 (From "Office No.4, Kumar Prestige Point, 238 Shukrawar Peth, Pune City, Maharashtra - 411002" to "Office No.A1-1202, 12th Floor, Boulevard Tower, Phase-2, CTS No. 11, Sadhu Vaswani Chowk, Camp, Pune - 411001, Maharashtra"), within the local limits of Pune, with effect from March 10, 2026.

Change in Name of the Company

Change in Name of the Company From Covid Technologies Limited to iSERA Lifesciences Limited vide members resolution dated April 02, 2026 and consequential alteration to the Memorandum of Association and Article of Association of the Company.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3) (M) OF THE COMPANIES AC, 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with respect to efforts made towards technology absorption and benefits derived etc. are not applicable to the Company.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

28. POLICIES OF THE COMPANY:

Company has posted the following documents on its website:

1. Code of Conduct and Ethics
2. Vigils Mechanism Policy
3. Risk Management Policy
4. Policy on criteria for determining Materiality of events or information
5. Preservation of Documents & Archival Policy.
6. Familiarization program for Independent Director.
7. Policy on Board Diversity
8. Related Party Transaction Policy.
9. Code of practices & procedures for fair disclosure of price sensitive information.

29. VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called Vigil Mechanism (Whistle Blower Policy) for Directors, employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism.

1 The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct in exceptional circumstances.

30. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

31. REMUNERATION POLICY

The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors and (b) policy on remuneration of directors, key managerial personnel and other employees. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

33. INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

34. PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

35. AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. V Ravi & Co, Chartered Accountants (FRN: 00064928S) were reappointed as the Statutory Auditors of the company for a period of Five (5) consecutive years ending in 2030.

36. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

37. AUDITORSREPORT

Report of the Statutory Auditor on Annual Financial Statements along with schedules and notes to accounts thereto, for the year ended on 31st March, 2026 is self-explanatory and contains no adverse remark and do not call for any comments.

38. EXPLANATION TO AUDITORS REMARKS

The comments on the Auditors Report are self-explanatory, thus, no explanation is required to be given.

39. INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, there was no internal auditor appointed by the company for the FY-2025-2026.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

40. CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, [17A], 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

• Listed entity which has listed its specified securities on the SME Exchange.

41. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s Anuj Gupta & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit for the financial year 2025-26. The Secretarial Audit Report in MR-3, submitted by the Secretarial Auditor for the FY 2025-2026 is annexed to Directors Report.

42. BOARDS RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

The Boards responses to the qualifications and other observations are as follows:

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their opinion/observations in respect of the Secretarial Audit conducted for the financial year 2025-2026 and the Board recognize the levy of penalty by BSE under regulation 33 of SEBI LORD on the ground of 1-day late submission and commits to be more diligent in future regarding the same.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

44. PARTICULARS OF EMPLOYEES

(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed to this Report.

(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of women employees at workplace. During the year Company has not received any complaint of harassment.

46. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

47. COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

48. LISTING

The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 539246.

49. THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

50. GREEN INITIATIVES

Electronic copies of the Annual Report 2025-26 and the Notice of the AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

51. BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our company.

52. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

53. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

54. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following:

that in the preparation of the annual financial statements for the year ended March 31, 2026 the applicable accounting standards have been followed and no material departures have been made; that appropriate accounting policies and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at March 31, 2026 and of the profits of the Company for the Financial year ended March 31, 2026; that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made; and that the Annual Financial Statements have been prepared on going concern basis; that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. that they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

55. ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment and the trust reposed on them and also acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look forward to their support in all future endeavor.

By the order of the Board iSEAR Lifesciences Limited (Formerly known as Covidh Technologies Limited)

SD/ (Jayshree Suresh Jain) Managing Director

SD/ (Jitendra Prabhakar Nene) Non-Executive Director

DIN:10017258

DIN:06814833

Place: Pune Date: 01/09/2026